Your Directors have pleasure in presenting 40^th Annual Report of Yash Trading and Finance
Limited ('The Company'), together with the Audited Financial Statements (for the Financial Year
ended March 31, 2025.

HIGHLIGHTS OF FINANCIAL PERFORMANCE

(In Lakhs)

Note: Previous year's figures have been regrouped/reclassified wherever necessary to
correspond with the current year's classification/disclosure.

OVERVIEW

During the year under review, the company has not carried any trading activities therefore there
is no Revenue from Operations.Company has earned income from dealing in securities amounting
to Rs. 1,178. The profit after tax (“PAT”) attributable to shareholder for FY 2024-25 was loss of
Rs. 24.06 (in lakhs) as against loss of Rs. 19.93 (in lakhs) for FY 2023-24.

Earnings per share was Rs. (3.43) (Basic) and (Diluted) stood at in FY 2024-25 as compared to
Rs.(8.13) (Basic) and (Diluted) in FY 2023-24.

The company's Financial Statements have been prepared in compliance with the Indian
Accounting Standards (Ind-AS) as notified under the Companies (Indian Accounting Standards)
Rules, 2015, in accordance with Section 133 of the Companies Act, 2013, and other applicable
provisions of the Act. The annual accounts have been prepared without any significant deviations
from the prescribed accounting norms.

The company ensures timely adoption of new or amended Ind-AS as applicable, and any material
impact arising from such changes is appropriately disclosed in the financial statements. The
financial reporting process involves a thorough review by the finance team and consultation with
external auditors to ensure adherence to statutory requirements.

TRANSFER TO RESERVES

Your Directors do not propose to transfer any amount to General Reserves for the year under
review.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There was no change in the nature of business of the Company during the year. The company
has proposed to enter into the business of Solarfusion and Renewables in next financial year.

CHANGE IN NAME OF THE COMPANY:

During the Financial Year under review, the Company has not changed its name.
DIVIDEND

Your Directors did not recommend any dividend for the year.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company has neither given any loans or guarantees nor made any investments as covered
under the provisions of section 186 of the Companies Act, 2013 during the financial year 2024¬
25.

DEPOSITS:

The Company has not accepted any deposits within the meaning of Section 73 of the Companies
Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 during the said financial year.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

There were no related party transactions that were entered into during the financial year. There
are no materially significant related party transactions made by the company with promoters,
directors, key managerial personnel or other designated personnel or other designated persons,
which may have potential conflict with interest of the company at large.

PARTICULARS OF EMPLOYEES:

There are no employees falling within the provisions of section 197 of the Companies Act, 2013
read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.

The Information of employees as per Rule 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014for the Financial Year is “NIL”.

MATERIAL DEVELOPMENTS IN HUMAN RESOURCES/INDUSTRIAL RELATIONS FRONT:

Training on all sectors is given to its employees periodically and motivated to work in line with
the development of the industry. The willingness and commitment of the employees help the
company to stand tall among its customer in quality and service.

INCREASE IN ISSUED, SUBSCRIBED AND PAID-UP EQUITY SHARE CAPITAL

There has been increase in the Authorized Share Capital of your Company during the year under
review. Company increased its authorized share capital of the company to Rs 3,00,00,000/-
(Rupees Three Crore only) consisting of 30,00,000 (Thirty Lakhs) Equity Shares of face value of
Rs. 10/- (Rupees Ten only) equity shares of face value of Rs.10/- under section 61 of the
Companies Act, 2013. The same was also approved by Shareholders in Extra-Ordinary General
Meeting held on 25^th January, 2025 and MOA was altered accordingly.

Company increased its authorized share capital of the company to Rs 10,00,00,000/- (Rupees
Ten Crore only) consisting of 1,00,00,000 (One Crores) Equity Shares of face value of Rs. 10/-
(Rupees Ten only) under section 61 of the Companies Act, 2013. The same was also approved by
Shareholders in Extra-Ordinary General Meeting held on 15^th May, 2025 and MOA was altered
accordingly.

Similarly Paid up capital was increased to Rs. 3,00,00,000/- (Rupees Three Crores only)
consisting of 30,00,000 (Thirty Lakhs) Equity Shares of face value of Rs. 10/- (Rupees Ten only)
as Board in their meeting held on 24^th December,2024 approved Preferential Issue and
Allotment of 27,55,000 Equity Shares of Face Value Rs. 10/- each to Non-Promoter(s) of the
company in accordance with the provisions of Sections 23(1)(b), 39 & 42, and other applicable
provisions, if any, of the Companies Act, 2013 and Chapter-V of the Preferential Issue as contained
in the Securities and Exchange Board of India (“Issue of Capital and Disclosure Requirements”)
Regulations, 2018.The same was also approved by Shareholders in Extra-Ordinary General
Meeting held on 25TH January, 2025.

Similarly Paid up capital was increased to Rs. 10,00,00,000/- (Rupees Ten Crores only) consisting
of 1,00,00,000 (One Crores) Equity Shares of face value of Rs. 10/- (Rupees Ten only) as Board in
their meeting held on 09TH April, 2025 approved Preferential Issue and Allotment of 70,00,000
Equity Shares to Proposed Allottees of the Company in accordance with Securities Exchange
Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 on a preferential
basis at an issue price of Rs. 12/- each having face value of Rs. 10/- each. The same was also
approved by Shareholders in Extra-Ordinary General Meeting held on 15^th May, 2025.

LISTING OF EQUITY SHARES

The Company's equity shares are listed on the following Stock Exchange:

(i) BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001, Maharashtra, India
SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

The Company does not have any Subsidiary, Associates and Joint Venture companies during the
year FY 2024-2025. 9. On 17^th April, 2025, company had informed Stock Exchange about
finalization of terms of Acquisition of Management and control including purchase of shares of
M/s. SOLARFUSION RENEWABLES PRIVATE LIMITED under Regulation 30 of SEBI (LODR)
Regulations, 2015. Therefore the said company had become 100% subsidiary of the company
for FY 2025-2026.

ANNUAL RETURN

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies
(Management and Administration) Rules, 2014, the Annual Return of the Company is
available on the website of the Company at www.yashtradingfinance.com .

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review, as stipulated under
Regulation 34 (3) read with Schedule Part V of the SEBI (Listing Obligations and
Disclosures Requirements) Regulations, 2015 with Stock Exchange in India, is presented
in a separate Annexure -I forming part of the Annual Report.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

Composition

The Company recognizes that a diverse and well-balanced Board is fundamental to its sustained
success and effective governance. In alignment with the provisions of Section 149 of the
Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, the composition of the Board reflects an optimal mix of Executive
and Non-Executive Directors.

The Board comprises individuals with a wide spectrum of expertise, including industry
knowledge, financial acumen, legal insight, and operational experience. The Directors also bring
in diverse regional, cultural, and geographical perspectives, which contribute meaningfully to
informed decision-making and help maintain the Company's strategic edge in a competitive
environment.

As of March 31, 2025, the Board consisted of six (6) Directors, including:

• One Executive Directors ;

• One Non Executive Directors; and

• Four Non Executive Independent Director including one Independent Woman Director

Company Secretary, CEO & Chief Financial Officer:

Appointment/ Re-appointment

During the Financial Year 2024-25:

1. Mr. Bharatkumar Pramodbhai Suchak (DIN: 05154775) appointed as (Non Executive-
Independent Director) Additional Director of the Company w.e.f. 25^th September, 2024
and regularised at the 39^th Annual General Meeting dated 30^th September, 2024;

2. Mrs. Himani Bhootra (DIN: 09811030) appointed as (Non Executive- Independent
Director) Additional Director of the Company w.e.f. 25^th September, 2024 and regularised
at the 39^th Annual General Meeting dated 30^th September, 2024;

3. Mr. Amarendra Mohapatra (DIN: 03609521 ) appointed as (Non-executive
Independent) Additional Director of the Company w.e.f 19^th December, 2024 and
regularised at the Extra-Ordinary General Meeting dated 15^th May , 2025;

4. Mrs. Aakansha Vaid (DIN: 02796417) appointed as (Non-executive Independent)
Additional Director of the Company w.e.f 19^th December, 2024 and regularised at the
Extra-Ordinary General Meeting dated 15^th May , 2025;

5. Mr. Sadiq Dawood Patel (DIN: 06911684) resigned from the post of Managing Director
and Chief Financial Officer (CFO) w.e.f 24^th December, 2024;

6. Mr. Vishvajitsinh Dilipsinh Jadeja (DIN: 10989282) appointed as (Executive -Managing
Director) Additional Director of the Company w.e.f 10^th March, 2025 and regularised at
the Extra-Ordinary General Meeting dated 15^th May , 2025;

7. Mr. Vishvajitsinh Dilipsinh Jadeja appointed as Chief Financial Officer (CFO) of The
Company w.e.f 10^th March, 2025;

8. Mr. Shitalbhai Mohanbhai Patel (DIN: 10988728) appointed as (Non-executive
Independent) Additional Director of the Company w.e.f 10^th March, 2025 and regularised
at the Extra-Ordinary General Meeting dated 15^th May , 2025;

9. Mr. Akhil Nair (DIN: 07706503) appointed as (Non-executive Independent) Additional
Director of the Company w.e.f 10^th March, 2025 and regularised at the Extra-Ordinary
General Meeting dated 15^th May , 2025;

10. Mr. Bharatkumar Pramodbhai Suchak (DIN: 05154775) resigned from the post of Non¬
Executive Independent Director w.e.f 9^th April, 2025;

11. Mrs. Himani Bhootra (DIN: 09811030) resigned from the post of Non-Executive
Independent Director w.e.f 9^th April, 2025;

Directors retiring by rotation

Pursuant to the provisions of Section 152 of the Act read with the relevant rules made thereunder,
one-third of the Directors are liable to retire by rotation every year and if eligible, offer
themselves for re-appointment at the AGM.

Mr Dinesh Mundhra (DIN: 00389283), who retires by rotation as a Director being longest in the
office are liable to retire by rotation at the ensuing Annual General Meeting (“AGM”) and being
eligible, has sought re-appointment. Based on recommendation of the Nomination and
Remuneration Committee, the Board of Directors has recommended their re-appointment and
the matter is being placed for seeking approval of members at the ensuing Annual General
Meeting of the Company.

Pursuant to Regulation 36 of the SEBI Listing Regulations read with Secretarial Standard-2 on
General Meetings, necessary details of Mr Dinesh Mundhra (DIN: 00389283), are provided as an
Annexure to the Notice of the Annual General Meeting.

None of the Directors of the Company are disqualified for being appointed as Directors as
specified in Section 164(2) of the Companies Act, 2013 and Rule 14(1) of the Companies
(Appointment and Qualification of Directors) Rules, 2014.

Composition of committees of the Board:

Board of Directors of the Company in their meeting held on 1^st March, 2025 have
reconstituted the composition of Committees of the Board which is as follows:

ANNUAL EVALUATION BY THE BOARD:

In compliance with the Companies Act, 2013, the performance evaluation of the Board and
its Committees were carried out during the year under review.

The evaluation framework for assessing the performance of Directors comprises of the
following key areas:

a) Attendance of Board Meetings and Board Committee Meetings.

b) Quality of contribution to Board deliberations.

c) Strategic perspectives or inputs regarding future growth of Company
and its performance.

d) Providing perspectives and feedback going beyond information provided
by the management.

e) Commitment to shareholder and other stakeholder interests.

f) The evaluation involves Self-Evaluation by the Board Member and
subsequently assessment by the Board of Directors. A member of the Board
will not participate in the discussion of his / her evaluation.

Independent Directors

Statement on declaration given by Independent Directors

The Company has four Independent Directors as on date , namely Mr. Shitalbhai Mohanbhai
Patel, Mr. Akhil Nair, Mrs. Aakansha Vaid and Mr. Amarendra Mohapatra. Each of them has
submitted the requisite declarations under Section 149(7) of the Act, affirming that they meet the
criteria of independence as outlined in Section 149(6) of the Act and Regulation 16(1)(b) of the
SEBI Listing Regulations.

In accordance with Regulation 25(8) of the SEBI Listing Regulations, all Independent Directors
have further confirmed that they are not aware of any circumstances or situations that could
impair their independence or affect their ability to exercise objective judgment free from external
influence.

The Board of Directors has reviewed and duly noted these declarations and confirmations after
conducting a thorough assessment of their accuracy. The Independent Directors have also
affirmed compliance with the provisions of Schedule IV of the Act (Code for Independent
Directors) and the Company's Code of Conduct. There has been no change in the status or
circumstances that would affect their designation as Independent Directors during the reporting
period.

Additionally, the Company has received confirmation from all Independent Directors regarding
their registration in the Independent Directors' databank, maintained by the Indian Institute of
Corporate Affairs, in accordance with Rule 6 of the Companies (Appointment and Qualification of
Directors) Rules, 2014.

The terms and conditions of appointment of the Independent Directors are placed on the website
of the Company at www.vashtradingfinance.com.

Familiarization Programme for Independent Directors

Your Company has adopted a formal Familiarisation Programme for Independent Directors to
support their effective participation on the Board. As part of the familiarisation process, the
Company provides detailed insights into its business operations, industry dynamics,
organizational structure, and group-level businesses. Independent Directors are also informed
about the regulatory and compliance obligations under the Companies Act, 2013 and the SEBI
Listing Regulations.

The details of Familiarization Programmes are placed on the website of the company and the
website of the company www.yashtradingfinance.com.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, in relation to the audited financial statements of the
Company for the year ended 31st March, 2025; the Board of Directors hereby confirms that:

I. In the preparation of the annual accounts for the financial year ended March 31, 2025, the

applicable accounting standards have been followed and there were no material
departures;

II. The Directors have selected such accounting policies and applied them consistently and
made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company as on March 31, 2025 and of the profit of
the Company for the year ended on that date;

III. The Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities;

IV. The Directors have prepared the annual accounts on a going concern basis;

V. The Directors have laid down internal financial controls to be followed by the Company
and that such internal financial controls are adequate and are operating effectively; and

VI. The Directors have devised proper system to ensure compliance with the provisions of all

applicable laws and that such systems are adequate and operating effectively.

NUMBER OF MEETINGS OF THE BOARD AND BOARDS' COMMITTEE:

During the year under review, the Board has demonstrated a high level of involvement in guiding
the Company, supported by detailed discussions and timely decisions. In cases of urgent or
extraordinary matters arising between scheduled meetings, the Board's approval is obtained
through resolutions passed by circulation, in accordance with the provisions of the Act and
relevant rules. These resolutions are noted and ratified at the subsequent Board meeting to
ensure formal documentation and compliance.

During the financial year, Nine (9) meetings of the Board of Directors were held, the details of
which are given as follows. The intervening gap between the meetings was within the prescribed
period under the Act and the SEBI Listing Regulations.

CORPORATE GOVERNANCE REPORT

As on 31^st March, 2025 the paid up share capital of the company was not exceeding Rs. 10 Cr. and
net worth not exceeding Rs. 25 Cr. Hence. the Corporate Governance Report not applicable.

INDEPENDENT DIRECTORS

During the year under review, the Independent Directors of the Company met 1 (one) time on
March 01, 2025.

COMMITTEES OF THE BOARD

As on March 31, 2025, the Board has constituted the following committees:

- Audit Committee

- Nomination and Remuneration Committee

- Stakeholder's Relationship Committee

During the year, all recommendations made by the committees were approved by the Board.
CORPORATE SOCIAL RESPONSIBILITY

As per Section 135 of the Companies Act, 2013 all companies having net worth of '500 crore or
more' or turnover of Rs. 1000 crore or more or a net profit of Rs. 5 crore or more during any

financial year are required to constitute a appropriate corporate social responsibility CSR
Committee of the Board of Directors comprising there or more directors, at least one of whom an
independent director and such company shall spend at least 2 % of the average net profits of the
Company's three immediately preceding financial year. The Company presently does not with any
of the criteria stated herein above.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF
THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS
FINANCIAL STATEMENT RELATE AND THE DATE OF THE REPORT

1. An Open Offer has been made pursuant to Regulations 3(1) and 4 read with 13(1) and
15(1) of the Takeover Code for the purpose of substantial acquisition of equity shares and
control by Mr. Vasantkumar Lavjibhai Mangroliya, Mr. Madhu Nanji Vekaria, Mr. Vinubhai
Nanjibhai Vekaria, Mr. Manan Pavankumar T rivedi and Mr. Pavankumar Dhirajlal T rivedi.
A Share Purchase Agreement has been executed on April 9, 2025, amongst the Acquirers
and Sellers pursuant to which the Acquirers have agreed to acquire 27,55,000 (Twenty-
Seven Lakhs Fifty-Five Thousand) Equity Shares of the Target Company of Rs.10/- each
representing 27.55% of the fully diluted expanded paid-up capital of the company
(“Underlying Transaction”) as at the end of the 10th working day from the expiry of the
Tendering Period. Further, the Acquirers are taking steps to acquire up to 43,00,000 fully
paid Equity Shares of Rs.10/- each representing 43% of the fully diluted expanded paid-
up capital of the company by way of preferential allotment and are making an open offer
to acquire up to 26,00,000 fully paid-up equity shares of Rs. 10/- each, representing 26%
of the fully diluted expanded paid-up capital of the company of the Target Company on a
fully diluted basis as of the 10 th (tenth) working day from the closure of the tendering
period of the Open Offer.

2. Vide Extra Ordinary General Meeting dated 25^th January, 2025 followings business
has been passed:

a. Preferential issue and allotment of 27,55,000 equity shares of face value of Rs. 10
/- each to Non-Promoter(s) of the company.

b. To consider and approve the Increase in Authorized share capital of the company
up to Rs. 3,00,00,000/- (Rupees Three Crore Only) consisting of 30,00,000 (Thirty
Lakhs) equity shares of face value of Rs. 10/- (Rupees Ten Only) equity shares of
face value of Rs.10/- under section 61 of the Companies Act, 2013..

c. To consider and approve the increase in borrowing limit and creation of security
on the assets of the company under section 180 of the Companies Act, 2013.

d. Approval of loans, investments, guarantee or security under section 185 of
Companies Act, 2013

e. To make loans or investment(s) or provide security and give guarantee in excess
of the limits prescribed under section 186 of the Companies Act, 2013.

3. Vide Extra Ordinary General Meeting dated 15^th May, 2025 followings business has
been passed:

a. Preferential issue and allotment of 70,00,000 equity shares of face value of Rs. 10 /- each
at a premium of Rs.12/- each to Non-Promoter(s) of the company.

b. To consider and approve the increase in authorized share capital of the company up to
Rs. 10,00,00,000/- (Rupees Ten Crore Only) consisting of 1,00,00,000 (One Crore) Equity
Shares of face value of Rs. under section 61 of the companies act, 2013.

c. To regularise/appoint Mrs. Aakansha Vaid (DIN: 02796417) as an Independent Director
of the company.

d. To regularise/appoint Mr. Amarendra Mohapatra (DIN: 03609521) as an Independent
Director of the company.

e. To regularise/appoint Mr. Vishvajitsinh Dilipsinh Jadeja (DIN: 10989282) as director of
the company

f. Appointment of Mr. Vishvajitsinh Dilipsinh Jadeja (DIN: 10989282) as Managing Director
of the company and fixing his remuneration.

g. To regularise/appoint Mr. Akhil Nair (DIN: 07706503) as an Independent Director of the
company.

h. To regularise/appoint Mr. Shitalbhai Mohanbhai Patel (DIN: 10988728) as an
Independent Director of the company.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

The current policy is to have an appropriate mix of executive and independent directors to
maintain the independence of the Board and separate its functions of governance and
management. As on 31^st March, 2025, the Board consists of 6 members. Out of which One is
executive Director, Four are non - executive Independent Director and One non - executive Non
Independent Director.

The policy of the Company on directors appointment and remuneration, including criteria for
determining qualifications, positive attributes, independence of a director and other matters
provided under Sub section (3) of Section 178 of the Companies Act, 2013, adopted by the Board
and are stated in this Board report. We affirm that the remuneration paid to the directors is as
per the terms laid out in the nomination and remuneration policy of the Company

NOMINATION AND REMUNERATION COMMITTEE AND STAKEHOLDERS RELATIONSHIP
COMMITTEE:

Pursuant to the Section 178 of the Companies Act, 2013, the Company has set up a Nomination
and Remuneration and Stakeholders Relationship Committee.

RISK MANAGEMENT POLICY:

Yash Trading and Finance Limited is exposed to risks such as liquidity risk, Interest rate risk,
Credit risk and Operational risk that are inherent in the construction cum infrastructure
businesses and has extended the scope in the petroleum business. The infrastructure and realty
segment presently witnessing down trend. The Company decides to follow the infrastructure and
government sponsored projects in future as well as petroleum business.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The establishment of an effective corporate governance and internal control system is essential
for sustainable growth and long-term improvements in corporate value, and accordingly Yash

Trading and Finance Limited works to strengthen such structures. We believe that a strong
internal control framework is an important pillar of Corporate Governance.

Your Company has put in place adequate internal financial controls commensurate with the size
and complexity of its operations. The internal controls ensure the reliability of data and financial
information to maintain accountability of assets.

The Company has an effective internal control and risk-mitigation system, which is constantly
assessed and strengthened with new/revised standard operating procedures. These controls
ensure safeguarding of assets, reduction and detection of fraud and error, adequacy and
completeness of the accounting records and timely preparation of reliable financial information.
Critical functions are rigorously reviewed and the reports are shared with the Management for
timely corrective actions, if any. Business risks and mitigation plans are reviewed and the internal
audit processes include evaluation of all critical and high-risk areas.

The internal and operational audit is entrusted to M/s R Jatalia & Co. The main focus of internal
audit is to review business risks, test and review controls, assess business processes besides
benchmarking controls with best practices in the industry. Significant audit observations and
follow-up actions thereon are reported to the Audit Committee. For ensuring independence of
audits, internal auditors report directly to the Audit Committee. any. Business risks and
mitigation plans are reviewed and the internal audit processes include evaluation of all critical
and high-risk areas.

REPORTING OF FRAUDS BY AUDITORS:

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor has
reported to the Audit Committee under Section 143 (12) of the Companies Act, 2013, any
instances of fraud committed against the Company by its officers or employees, the details of
which would need to be mentioned in the Board's Report.

STATUTORY AUDITORS:

M/s. Bhatter & Co, (ICAI Firm Registration No.: 131092W) were appointed as Statutory Auditors
of the Company for a period of five consecutive years from the 37^th Annual General Meeting (AGM)
to 42^nd AGM on a remuneration mutually agreed upon by the Board of Directors and the Statutory
Auditors. Pursuant to the amendments made to Section 139 of the Act by the Companies
(Amendment) Act, 2017 effective from May 07, 2018, the requirement of seeking ratification of
the Members for the appointment of the Statutory Auditors has been withdrawn from the Statute.
Hence the resolution seeking ratification of the Members for continuance of their appointment at
this AGM is not being sought.

AUDITORS REPORT:

The Auditors have not made any qualification to the financial statement. Their reports on relevant
notes on accounts are self-explanatory and do not call for any comments under section 134 of the
companies Act, 2013.

SECRETARIAL AUDITORS AND THEIR REPORT:

Ms. Sonam Jain, Practicing Company Secretary (Membership No: F9871, C.P. No. 12402) was
appointed to conduct the Secretarial audit of the Company for the financial year 2024-25, as
required under Section 204 of the Companies Act, 2013 and Rules thereunder. The Secretarial
Audit Report for F.Y. 2024-25 is Annexure-II to this Board's Report.

The Board in its meeting held on 20^th May, 2025 recommended to appoint Mrs. Mayuri Jain from
M/s Jain Mayuri & Associates for the financial year 2025-26 to 2029-30.

INTERNAL AUDITORS:

The Company has appointed M/s.R. Jatalia & Co., as the Internal Auditors of the company for the
Financial Year 2024-25. The Audit Committee determines the scope of Internal Audit in line with
regulatory and business requirements.

COST AUDIT:

As per the Cost Audit Orders, Cost Audit is not applicable to the Company's products/business of
the Company for FY 2024-25.

RELATED PARTY TRANSACTIONS/CONTRACTS:

The Company has implemented a Related Party Transactions policy for the purposes of
identification and monitoring of such transactions. The policy on related party transactions is
uploaded on the Company's website. All related party transactions are placed before the Audit
Committee for approval. Prior omnibus approval of the Audit Committee is obtained on an annual
basis which is reviewed and updated on quarterly basis. Pursuant to the Section 134(3) (h) of the
Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014, there were no
contract where in the related parties are interested. In accordance with the provisions of the
Companies Act, 2013, the details of related party transactions are available in the Notes to the
Standalone financial statements section of the Annual Report.

HUMAN RESOURCES MANAGEMENT:

We take this opportunity to thank employees at all levels for their dedicated service and
contribution made towards the growth of the company. The relationship with the workers of the
Company's manufacturing units and other staff has continued to be cordial. To ensure good
human resources management at the company, we focus on all aspects of the employee lifecycle.
During their tenure at the Company, employees are motivated through various skill-development,
engagement and volunteering programs.

In terms of Section 197(12) of the Companies Act, 2013, read with Rule 5(2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, no
employee(s) drawing remuneration in excess of limits set out in said rules forms part of the
annual report.

Considering the first proviso to Section 136(1) of the Companies Act, 2013, the Annual Report is
being sent to the members of the Company and others entitled thereto. The said information is
available for inspection at the registered office of the Company during business hours from 11
a.m. to 5 p.m. on working days of the Company up to the date of the ensuing Annual General
Meeting. Any shareholder interested in obtaining a copy thereof, may write to the Company
Secretary in this regard.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO:

The details of conservation of Energy, T echnology Absorption are not applicable in the case of the
company. However, the company took adequate steps to conserve the Energy and used the latest
technology.

FOREIGN EXCHANGE (inflow/outflow):

During the year under review there were no foreign Exchange Earnings. The Foreign Exchange
out go is Nil.

INSURANCE OF ASSETS:

All the fixed assets, finished goods, semi-finished goods, raw material, packing material and goods
of the company lying at different locations have been insured against fire and allied risks.

BANK AND FINANCIAL INSTITUTIONS:

Directors are thankful to their bankers for their continued support to the company.

SHIFTING OF THE REGISTERED OFFICE WITHIN THE LIMITS OF THE CITY:

The Board in their meeting held on 24^th December, 2024 decided change in the Registered office
from 1207-A, P.J. Towers, Dalal Street, Fort, Mumbai-400 001 to 103, B Wing, Ansa Industrial
Estate, Sakivihar Road, Sakinaka, Andheri East, Mumbai 400072.

DISCLOSURE REQUIREMENTS:

The Company has devised proper systems to ensure compliance with the provisions of all
applicable Secretarial Standards issued by the Institute of Company Secretaries of India and is of
the view that such systems are adequate and operating effectively.

DISCLOSURE UNDER SEXUAL HARRASMENT OFWOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment
at the workplace in line with the provisions of the Sexual Harassment of Women at workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under for prevention and
redressal of complaints of sexual harassment at workplace. The policy is uploaded and can be
viewed on the Company's website www.yashtradingfinance.com.

The details of Number of complaints of Sexual Harassment received, Number of complaints
disposed of and Number of cases pending for more than ninety days in the Financial Year as stated
below:

DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

There are no proceedings pending under the Insolvency and Bankruptcy Code, 2016 and that
there is no instance of onetime settlement with any Bank or Financial Institution, during the year
under review.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR:

No application made or no any proceeding pending under the Insolvency and Bankruptcy Code,
2016 during the year.

ACKNOWLEDGMENTS:

Your Directors convey their sincere thanks to the Government, Banks, Shareholders and
customers for their continued support extended to the company at all times. The Directors further
express their deep appreciation to all employees for commendable teamwork, high degree of
professionalism and enthusiastic effort displayed by them during the year.

CAUTIONARY STATEMENT:

The statements contained in the Board's Report and Management Discussion and Analysis Report
contain certain statements relating to the future and therefore are forward looking within the
meaning of applicable securities, laws and regulations. Various factors such as economic
conditions, changes in government regulations, tax regime, other statues, market forces and other
associated and incidental factors may however lead to variation in actual results.

For and behalf of Board of Directors
Yash Trading and Finance Limited

Sd/- Sd/-

Vishvajitsinh Dilipsinh Jadeja Dinesh Mundhra

Date: 13.08.2025 Managing Director Director

Place: Mumbai DIN: 10989282 DIN: 00389283